The European Union has recently enacted a unified framework for crypto-assets with the Markets in Crypto-Assets Regulation (MiCA) (Regulation (EU) 2023/1114). Prior to MiCA, EU member states had fragmented approaches, but MiCA now establishes comprehensive rules for token issuers (apart from those tokens already regulated as traditional financial instruments or e-money). Under MiCA, any public offering of crypto-assets in the EU (that are not already regulated as securities or e-money) requires the issuer to prepare and publish a crypto-asset white paper and to notify it to regulators. 

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Specifically, “A person shall not make an offer to the public of a crypto-asset in the Union unless that person: 
(a) is a legal person;
(b) has drawn up a crypto-asset white paper in respect of that crypto-asset in accordance with Article 6;
(c) has notified the crypto-asset white paper in accordance with Article 8
(d) has published the crypto-asset white paper in accordance with Article 9; 
(e) has drafted the marketing communications, if any, in respect of that crypto-asset in accordance with Article 7;
(f) has published the marketing communications, if any, in respect of that crypto-asset in accordance with Article 9;
(g) complies with the requirements for offerors laid down in Article 14."
 

This effectively functions like a prospectus-lite regime: the whitepaper must disclose information about the issuer, the project, risks, rights, and it must be filed with the competent authority at least 20 days before publication. MiCA does, however, provide exemptions for smaller or private offerings. The obligation to file a whitepaper does not apply to offers to fewer than 150 investors per Member State, offers under EUR 1 million in total consideration (over 12 months), or offers solely to qualified investors (with tokens only held by such investors). Certain utility token offerings are exempt if the token is for access to an existing product or service and is usable at issuance (not for investment purposes).
 

Stablecoin issuers must obtain a license/authorization from the national regulator and get their coin’s whitepaper approved before issuance. For example, the European Banking Authority emphasizes that issuers of asset-referenced tokens (ARTs) and electronic money tokens (EMTs) are required to hold the relevant authorisation to carry out activities in the EU.
 

This means a company issuing a stablecoin (pegged to assets or fiat) in the EU needs to meet prudential and governance requirements, and its whitepaper must be formally approved by regulators (unlike ordinary crypto-asset whitepapers, which are only filed, not approved). 

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In sum, the EU’s MiCA regime as of 2024 mandates that crypto token offerings to the public (outside of traditional securities law) be accompanied by a registered whitepaper with prescribed disclosures and imposes ongoing obligations (e.g., marketing in compliance with fair and clear standards). 

If a token in Europe qualifies as a financial instrument (security) under existing law (e.g. tokenized stock or bond), MiCA does not apply – instead, the full EU Prospectus Regulation and MiFID II would apply.

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Thus, token issuers in the EU must first classify their token: financial instruments follow traditional securities laws, whereas other crypto-assets fall under MiCA’s bespoke disclosure regime.

• UK – Regulatory Perimeter: Cryptoasset “tokens” may fall within the UK financial services regulatory perimeter if they have characteristics of regulated investments under the Financial Services and Markets Act 2000 (FSMA). In particular, tokens conferring rights akin to shares, debt instruments or other “specified investments” in the Regulated Activities Order 2001 are treated as securities and regulated accordingly. By contrast, utility tokens (providing access to a service or product) and decentralized exchange tokens (e.g. Bitcoin) typically do not constitute specified investments and lie outside FSMA’s scope – unless they meet the legal definition of electronic money (e.g. fiat-pegged tokens with a claim on an issuer).
   

• UK – Authorisation of Issuers: Issuing one’s own crypto tokens is generally not a regulated activity per se, so the token issuer itself usually does not need to be an authorised person under FSMA purely to issue tokens. However, if the token or the issuance process involves regulated activities – for example, operating a collective investment, advising on investments, or issuing e-money – the issuer or its arrangers may require FCA authorisation to conduct those activities. Moreover, if the token is a transferable security, offering it to the public in the UK triggers prospectus requirements: it is unlawful to offer transferable securities to the public without an FCA-approved prospectus, absent an exemption. Issuers of security tokens must therefore comply with the Prospectus Regulation regime (as retained in UK law) and other applicable rules when making public offers or seeking trading admission.
   

• UK – Financial Promotions: Marketing of cryptoassets in the UK is now tightly regulated. Since 8 October 2023, the financial promotion restriction in FSMA 2000 §21 has been extended to “qualifying cryptoassets”, capturing unregulated tokens. Under the Financial Promotion Order 2005 (as amended in 2023), any invitation or inducement to invest in “qualifying cryptoassets” (broadly, fungible transferable cryptoassets not already regulated as securities or e-money) is a controlled investment. As a result, cryptoasset promotions must be made or approved by an FCA-authorised person, or else fall within a narrow exemption. The FCA’s rules (effective Oct. 2023) treat crypto promotions as high-risk investment promotions, requiring prominent risk warnings, banning referral bonuses or other purchase incentives, and imposing “positive frictions” (such as a 24-hour cooling-off period and appropriateness tests for first-time investors). Breaching the crypto promotion rules is a criminal offense and the FCA has warned it will take enforcement action against unlawful or misleading crypto marketing.
   

• UK – Stablecoins and Digital Settlement Assets: The Financial Services and Markets Act 2023 (FSMA 2023) brought certain stablecoins (termed “Digital Settlement Assets”) into the UK regulatory framework when used as a means of payment. FSMA 2023 defines a “digital settlement asset” broadly to mean “a digital representation of value or rights… that (a) can be used for the settlement of payment obligations, (b) is transferable, stored or traded electronically, and (c) uses technology for recording or storage of data (including DLT)”, including any right or interest in such an asset. Under FSMA 2023, HM Treasury can designate payment systems using stablecoins for regulation, and the Bank of England and Payment Systems Regulator are given oversight powers for systemically important stablecoin arrangements. However, as of August 2025, most fiat-referenced stablecoin issuers are not yet subject to full FSMA authorisation requirements for issuance; HM Treasury has opted not to integrate stablecoins into general payments regulation immediatelygov.uk. Instead, impending secondary legislation will create a new regulated activity for issuing fiat-backed stablecoins under FSMA’s regime, meaning issuers in or from the UK will need to be FCA-authorised once that regime is in force.
   

• UK – Imminent Regulatory Regime for Cryptoassets: The UK is in the process of expanding its financial regulatory perimeter to cover a wider range of cryptoasset activities, pursuant to FSMA 2023. In April 2025, HM Treasury published draft legislation (the Financial Services and Markets Act 2000 (Cryptoassets) Order 2025) to establish a comprehensive crypto regulatory regime. This impending framework will classify “qualifying cryptoassets” as regulated investments and introduce new regulated activities, including operating a cryptoasset trading platform, dealing in cryptoassets, arranging or advising on cryptoasset transactions, custody of cryptoassets, and issuing stablecoins, among others. Firms carrying out these activities in the UK (even if based overseas) will be required to obtain FCA authorisation and comply with applicable rules, similar to firms in traditional financial markets. These changes – expected to be enacted by late 2025 – will effectively bring currently unregulated token issuance and related services into the FSMA licensing regime for the first time, significantly strengthening oversight of token issuers and cryptoasset service providers.
   

• UK – Financial Promotions Gateway: In tandem with the above, FSMA 2023 introduced a “financial promotions gateway” to raise standards for all promotions, including crypto. From February 2024, any FCA-authorised firm wishing to approve financial promotions on behalf of an unauthorised person must first obtain a specific FCA permission (gateway approval). This measure prevents unqualified or rogue firms from approving cryptoasset advertisements and is designed to ensure tougher scrutiny and accountability for crypto promotions.
   

• Binding vs. Persuasive Authority: In the UK, Acts of Parliament (such as FSMA 2000 and FSMA 2023) and Statutory Instruments (like the RAO 2001 and FPO amendments) are binding law. FCA rules and directions (contained in the FCA Handbook under FSMA authority) are binding on regulated firms, while FCA guidance and policy statements (e.g. 2019 Guidance on Cryptoassets, 2023 Guidance on crypto promotions) are non-binding but highly persuasive interpretations of the law’s application. There is, to date, no UK case law definitively ruling on crypto-token classification under FSMA, so the above framework relies on statute, delegated legislation, and official regulatory guidance. All cited authorities have been verified as current and in force (or, in the case of draft proposals, officially published and pending implementation) as of August 23, 2025.

• Utility Tokens: Digital tokens lacking investment or pegged-value features (mere “virtual commodities”) fall outside Hong Kong’s securities and payment regulations. Issuers of pure utility tokens are not subject to licensing or prospectus requirements, absent features that would classify the token as a security or other regulated instrument.
   

• Security Tokens: Tokens with characteristics of shares, debt, or investment schemes are deemed “securities” under the Securities and Futures Ordinance (Cap. 571). Their issuance is regulated like any traditional security: offering security tokens to the public requires compliance with prospectus registration or SFC authorization unless an exemption applies. Dealing in or advising on such tokens is a Type 1 regulated activity requiring an SFC license. Unauthorized public offerings of security tokens contravene Hong Kong law.
   

• Stablecoins: Fiat-referenced stablecoins are now governed by the Stablecoins Ordinance (Ord. 17 of 2025). Issuing or managing a stablecoin that purports to maintain stable value (e.g. pegged to fiat) is a regulated activity overseen by the Hong Kong Monetary Authority. Only permitted offerors – licensed stablecoin issuers, SFC-licensed virtual asset platforms, SFC-licensed securities dealers, stored value facility licensees, or authorized banks – may offer stablecoins to the public. Unlicensed stablecoin issuance or offering is prohibited by law, with heavy criminal penalties (up to HK$5 million fine and 7 years’ imprisonment on indictment).
   

• Licensed vs Unlicensed Issuance: Hong Kong distinguishes regulated token issuance (which must be conducted by licensed or authorized entities) from unlawful, unlicensed offerings. Licensed issuers of security tokens must ensure full compliance with disclosure obligations – e.g. an SFC-vetted prospectus for public offers – and adhere to conduct standards under securities laws. Licensed stablecoin issuers are subject to prudential and conduct requirements under the HKMA’s regime, including maintaining 1:1 high-quality reserves backing outstanding stablecoins and publishing a detailed white paper with transparent information for users. In contrast, unlicensed issuers have virtually no lawful avenue to market security tokens or stablecoins to the Hong Kong public; doing so triggers statutory prohibitions (e.g. SFO advertisement offences and stablecoin Ordinance offences).
   

• Disclosure and Conduct Duties: Regulatory frameworks impose ongoing duties on licensed token issuers. A stablecoin licensee must publish and maintain a current white paper for each stablecoin, disclosing its issuance/redemption mechanics, holder rights, and technological underpinnings as guided by HKMA. Stablecoin issuers must also ensure the market value of reserve assets always meets or exceeds the par value of tokens in circulation, with reserves held in the same reference asset and subject to regular independent audit. Moreover, paying interest on stablecoins is forbidden to licensed issuers, preventing stablecoins from functioning as interest-bearing deposits. Similar principles of truthful disclosure and investor protection apply to security token offerings under existing securities law (e.g. no misleading statements in offering documents, compliance with SFC’s Code of Conduct by intermediaries).